NCNDA

INTERNATIONAL CHAMBER OF COMMERCE (I.C.C 400/500/600)
NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT
(NCNDA)
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
BUYER :
SELLER:
TO: AXON International Corp
Calea 13 Septembrie 90,
Bucharest, ROMANIA 050713
Tel: 0744.382.966
Email: calvin.colack@axonworld.ro
Skype:
Contract Code :
Seller’s Code :
Buyer’s Code :
Type of deal :
Product :
Product Origin :
Contract Quantity :
Contract Period :
Delivery Terms :
Seller’s Name :
Seller’s side
Representative :
Buyer’s Name :
Buyer’s side
Representative :
Contract Date :
Urea 46%, GOST 2081-92 Grade “B”
Russian / CIS – sellers option
CIF ASWP Incoterms 2000
AXON International Corp
Non-Circumvention, Non Disclosure & Working Agreement /
Irrevocable Master Fee Protection Agreement
Page 1 of 10
NON-CIRCUMVENTION, NONDISCLOSURE & WORKING
AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE
PROTECTION AGREEMENT (IMFPA)
WHEREAS the undersigned wish to
enter into this Agreement to define
certain parameters of the future legal
obligations, are bound by a duty of
Confidentiality with respect to their
sources and contacts. This duty is in
accordance with the International
Chamber of Commerce.
We the undersigned herewith
referred as the Seller, under
penalty of perjury do hereby
irrevocably confirm and irrevocably
accept to pay all intermediaries
and fee holders at the same time
and in a manner as the seller is
being paid for each and every
transaction of this contract up to
WHEREAS the undersigned desire to
the completion of the contract plus
enter a working business relationship rollovers and extensions and in
to the mutual and common benefit of accordance with the bank details to
the parties hereto, including their
be specified in this contract.
affiliates, subsidiaries, stockholders,
We, the SELLER, irrevocably
partners, co-ventures, trading
confirm that we will order and
partners, and other associated
direct our bank to endorse
organizations (hereinafter referred to automatic payment orders to the
as “Affiliates”).
beneficiaries named below;
furthermore, We, the SELLER,
NOW THEREFORE in consideration of
confirm that all pay orders shall
the mutual promises, assertions and
automatically transfer funds as
covenants herein and other good and directed into each beneficiaries
valuable considerations, the receipts
designated bank account within 1
of which is acknowledged hereby, the (one) day after the date of closing
parties hereby agree as follows:
and completion of each and every
shipment of the product during the
TERMS AND CONDITIONS
contract term plus any/or
The parties will not in any manner
extensions and rollover of the
solicit, nor accept any business in any specified contract. For the purpose
manner from sources or their
of clarity, we confirm that the
affiliates, which sources were made
closing and completion of each and
available through this agreement,
every shipment shall be deemed to
without the express permission of the take place when the letter of credit
party who made available the source
issued by the buyer has been
and,
drawn down at the counters of the
The parties will maintain complete
issuing bank.
confidentiality regarding each other
business sources and/or their
We, the SELLER, agree to provide
Non-Circumvention, Non Disclosure & Working Agreement /
Irrevocable Master Fee Protection Agreement
Page 2 of 10
Affiliates and will disclose such
business sources only to the named
parties pursuant to the express
written permission of this party who
made available the source, and,
That they will not in any of the
transactions the parties are desirous
of entering into and do, to the best of
their abilities assure the other that
the transaction codes established will
not be affected.
That they will not disclose names,
addresses, e-mail address, telephone
and tele-fax or telex numbers to any
contacts by either party to third
parties and that they each recognize
such contracts as the exclusive
property of the respective parties and
they will not enter into any direct
negotiations or transactions with such
contracts revealed by the other party
and
That they further undertake not to
enter into business transaction with
banks, investors, sources of funds or
other bodies, the names of which
have been provided by one of the
Parties to this agreement, unless
written permission has been obtained
from the other party (ies) to do so.
For the sale of this agreement, it
does not matter whether information
obtained from a natural or a legal
person. The parties also undertake
not to make use of a third party to
circumvent this clause.
That in the event of circumvention of
this Agreement by either party,
directly or indirectly, the
circumvented party shall be entitled
to a legal monetary penalty equal to
the maximum service it should realize
all beneficiaries with written
evidence of the pay orders lodged
with our bank together with
acknowledgements of their
acceptance. Furthermore, our bank
shall be instructed to provide duly
signed and stamped
acknowledgement of this
instruction as set out in the annex.
Forming part of this agreement. It
is understood that for the purposes
of this Master Fee Protection
Agreement, our bank shall be the
same bank and this IMFPA acts as
an integral part of it.
We the undersigned being BUYER
or the seller named legally
authorized representative as stated
within the signed and legally
binding main transaction, contract
unconditionally agree and
undertake to approve and originate
all payments in USD currency to all
beneficiaries named below as their
rightful and payable commissions.
This agreement also acts as a
record confirming the commission
amounts for each named
beneficiary as set out below:TOTAL COMMISSION SHALL BE
PAID BY THE SELLER AS
FOLLOWS:The amount of delivered refinery
should be settled as herein stated
to be transferred into the account
as follows:
SELLER’S FACILITATOR (Seller’s
Intermediary) only
2USD per Mt for 12500Mt x 12
3USD per Mt for 25000Mt x 12
Non-Circumvention, Non Disclosure & Working Agreement /
Irrevocable Master Fee Protection Agreement
Page 3 of 10
from such a transaction plus any and
all expenses, including but not limited
to all legal costs and expenses
incurred to recover the lost revenue.
All considerations, benefits, bonuses,
participation fees and/or commissions
received as a result of the
contributions of the parties in the
Agreement, relating to any and all
transactions will be allocated as
mutually agreed.
This Agreement is valid for any and
all transaction between the parties
herein and shall be governed by the
enforceable law in All Commonwealth
Country’s, European Union Country’s,
USA Courts, or under Swiss Law in
Zurich, in the event of dispute, the
arbitration laws of states will apply.
The signing parties hereby accept
such selected jurisdiction as the
exclusive venue. The duration of the
Agreement shall perpetuate for five
(5) years from last date of signing.
AGREEMENT TO TERMS
Signatures on this Agreement
received by the way of Facsimile, Mail
and/or E-mail shall be an executed
contract. Agreement enforceable and
admissible for all purposes as may be
necessary under the terms of the
Agreement.
All signatories hereto acknowledge
that they have read the foregoing
Agreement and by their initials and
signature that they have full and
complete authority to execute the
document for and in the name of the
party for which they have given their
signature.
4USD per Mt for 50000Mt x 12
5USD per Mt if more than 50000 x
12 or for spot 100000Mt
TERM & CONDITIONS:
This master fee protection
agreement covers the initial
contract and shall include any
renewals, extensions, rollovers,
additions or any new or transfer
contract any how originated from
this transaction because of the
above intermediaries or changing
codes of the initial contract entered
into between the BUYER and
SELLER.
This master fee protection
agreement and any subsequently
issued pay orders shall be
assignable, transferable and
divisible and shall not be amended
without the express written and
notarized consent of the receiving
beneficiary. All parties agree
neither to circumvent nor to
attempt circumvent either for the
transaction of this current contract
or in the future for a period of five
(5) years from the date of the
execution of this fee protection
agreement. This document binds
all parties, their employees,
associates, transferees and
assignees or designees.
All faxed and/or e-mailed
signatures shall be considered as
original signatures for the purpose
of binding all parties to this
agreement. This document may be
signed & in any number of
counterparts all of which shall be
taken together and shall constitute
Non-Circumvention, Non Disclosure & Working Agreement /
Irrevocable Master Fee Protection Agreement
Page 4 of 10
as being one & the same
instrument.
Any party may enter into this
document and the agreement
constituted thereby by signing any
counterpart any time, date or
period mentioned in any provision
of this document shall only be
amended by agreement in writing
and signed off by all parties
concerned.
Furthermore, we agree that any
and all commissions due shall be
paid to the beneficiary as a result
of any extension or rolls of the
contract and that we shall effect all
necessary documentation with our
bank without any undue delays to
ensure such commissions and paid
within the terms of the agreement.
PARTIAL INVALIDITY:
The illegality, invalidity and nonenforceable provision of this
document under the laws of any
jurisdiction shall not affect its
illegality, validity or enforceability
under the law of any other
jurisdiction or provision.
GOVERNING LAW AND
JURISDICTION:
This document shall be governed &
construed in accordance with
current English or I.C.C
400/500/600 signed between
partners NCND laws.
ARBITRATION:
All parties agree to refer any
disputes between the parties
Non-Circumvention, Non Disclosure & Working Agreement /
Irrevocable Master Fee Protection Agreement
Page 5 of 10
arising out of or in connection with
this agreement including any
questions regarding its existence,
validity or termination to
arbitration rules of the
international arbitration centre
(I.A.C). The appointed arbitrator
shall hold the proceedings in any
country chosen by the parties and
the rules of the IAC shall apply.
This document is signed and
accepted by parties named below
as to be included in the main
contract.
“Accepted and agreed without change (Electronic signature is valid and
accepted as hand signature)”
EDT ( Electronic document transmissions)
EDT (Electronic document transmissions) shall be deemed valid and
enforceable in respect of any provisions of this Contract. As applicable, this
agreement shall be:Incorporate U.S. Public Law 106-229, ‘‘Electronic Signatures in Global &
National Commerce Act’’ or such other applicable law conforming to the
UNCITRAL Model Law on Electronic Signatures (2001)
ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May
2000) adopted by the United Nations Centre for Trade Facilitation and
Electronic Business (UN/CEFACT).
EDT documents shall be subject to European Community Directive No.
95/46/EEC, as applicable. Either Party may request hard copy of any
document that has been previously transmitted by electronic means
provided however, that any such request shall in no manner delay the
parties from performing their respective obligations and duties under EDT
instruments.
Non-Circumvention, Non Disclosure & Working Agreement /
Irrevocable Master Fee Protection Agreement
Page 6 of 10
NON-CIRCUMVENTION, NONDISCLOSURE & WORKING
AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE
PROTECTION AGREEMENT (IMFPA)
THE BUYER
NAME :
Passport #
:
Nationality
:
Company
Name :
ACCEPTED BY US WITH BELOW BANK
DETAILS
Beneficiary’s
Name :
Account
Name :
Account # :
Designatio
n:
Bank Name :
Address :
Bank
Address :
Telephone
#:
Swift Code :
Fax # :
Mobile # :
Email
Address :
Web
Address :
Today’s
Date :
SPECIAL
WIRE
SIGNATUR
E
&
SEAL
ABA /
Routing # :
Bank Officer
:
Bank
Telephone #
Bank Fax # :
PREADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRE TRANSFER
& EMAIL a notification immediately upon each tranche transfer
NOTARY PUBLIC
ON THIS DATE BEFORE ME, THE
UNDERSIGNED NOTARY PUBLIC,
PERSONALLY APPEARED TO ME KNOWN
TO BE THE INDIVIDUALS DESCRIBED
HEREIN AND WHO EXECUTED THE
FOREGOING INSTRUMENT, AND
Non-Circumvention, Non Disclosure & Working Agreement /
Irrevocable Master Fee Protection Agreement
Page 7 of 10
NON-CIRCUMVENTION, NONDISCLOSURE & WORKING
AGREEMENT (NCNDA)
IRREVOCABLE MASTER FEE PROTECTION
AGREEMENT (IMFPA)
THE SELLER
NAME :
Passport #
:
Nationality
:
Company
Name :
Designatio
n:
ACCEPTED BY US WITH BELOW BANK
DETAILS
Beneficiary’s Name
:
Account Name :
Account # :
Bank Name :
Address :
Bank Address :
Telephone
#:
Swift Code :
Fax # :
ABA / Routing # :
-
Mobile # :
Bank Officer :
-
Email
Address :
Web
Address:
Today’s
Date :
SPECIAL
WIRE
Bank Telephone #
:
SIGNATUR
E
&
SEAL
Bank Fax # :
-
-
-
PREADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRE TRANSFER
& EMAIL a notification immediately upon each tranche transfer
NOTARY PUBLIC
ON THIS DATE BEFORE ME, THE UNDERSIGNED
NOTARY PUBLIC, PERSONALLY APPEARED TO ME
KNOWN TO BE THE INDIVIDUALS DESCRIBED
HEREIN AND WHO EXECUTED THE FOREGOING
INSTRUMENT, AND ACKNOWLEDGED THAT THEY
EXECUTED THE SAME AS THEIR FREE ACT AND
DEED.
Non-Circumvention, Non Disclosure & Working Agreement /
Irrevocable Master Fee Protection Agreement
Page 8 of 10
SELLER’S FACILITATOR (Seller’s Intermediary)
NAME :
Nationality
:
Company
Name :
Designatio
n:
Address :
Telephone
#:
Fax # :
Mobile # :
Email
Address :
Today’s
Date :
SPECIAL
WIRE
INSTRUCT
IONS
SIGNATUR
E
&
SEAL
Commission
:
Account
Name :
Account # :
Bank Name :
Bank
Address :
IBAN/Swift
Code :
ABA /
Routing # :
Bank Officer
:
Bank
Telephone #
Bank Fax # :
PREADVICE MUST BE SENT VIA SWIFT PRIOR TO WIRE TRANSFER &
EMAIL a notification immediately upon each tranche transfer
payment together with the transactions code/s to:
NOTARY PUBLIC
ON THIS DATE BEFORE ME, THE
UNDERSIGNED NOTARY PUBLIC,
PERSONALLY APPEARED TO ME
KNOWN TO BE THE INDIVIDUALS
DESCRIBED HEREIN AND WHO
EXECUTED THE FOREGOING
ALL BANK CHARGES SHOULD BE BORNE BY ACCOUNT
Non-Circumvention, Non Disclosure & Working Agreement /
Irrevocable Master Fee Protection Agreement
Page 9 of 10
BENEFICIARIES ABOVE
NOTARY PUBLIC
ON THIS DATE OF:
2011
BEFORE ME, THE UNDERSIGNED NOTARY PUBLIC, PERSONALLY
APPEARED THE FOLLOWING:
TO ME KNOWN TO BE THE INDIVIDUALS DESCRIBED HEREIN AND
WHO EXECUTED THE FOREGOING INSTRUMENT, AND
ACKNOWLEDGED THAT THEY EXECUTED THE SAME AS THEIR FREE
ACT AND DEED.
MY COMMISSION EXPIRES:
_________________________
NOTARY PUBLIC SIGNATURE
OFFICER NAME:
TITLE:
NOTARY PUBLIC NAME:
ADDRESS:
TEL:
TODAY’S DATE:
[SEAL]
Non-Circumvention, Non Disclosure & Working Agreement /
Irrevocable Master Fee Protection Agreement
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